Forfeiture Situation. Except as provided in Paragraph 7 below, the RSUs that would otherwise vest in whole or in part on the applicable Vesting Date will not vest and will be immediately forfeited if, prior to the applicable Vesting Date, your employment with the Company ends or is terminated, whether on a voluntary basis or for any other reason (a “Forfeiture Situation”). Upon the occurrence of a Forfeiture Situation, you shall have no further rights with respect to such RSUs or the underlying Shares.

Termination of Employment - General. If, prior to the applicable Scheduled Vesting Date, you cease to be Employed for any reason, then except as otherwise provided in Section 2(c) (Certain Terminations; Disability), the RSUs shall be forfeited for no consideration on the Date of Termination.

If your employment terminates for any reason other than as described in # above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by you.